David W Mason Form 3 EverQuote / David W Mason ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mason David W

(Last) (First) (Middle)

C/O EVERQUOTE, INC.

210 BROADWAY

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2018

3. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	96,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	01/10/2026	Class B Common Stock(3)	20,000	6.94	D
Stock Option (right to buy)	(4)	04/01/2024	Class B Common Stock(3)	88,632	1.61	D

Explanation of Responses:

1. Consists of shares of Class A Common Stock issuable under 96,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock upon vesting. These RSUs will vest as to 100% upon the closing of the issuer's initial public offering of its Class A Common Stock pursuant to a registration statement on Form S-1 (File No. 333-225379) under the Securities Act of 1933, as amended.

2. This option was granted on January 11, 2016. The shares underlying the option are scheduled to vest over six years in seventy-two equal monthly installments with the first installment vested on January 31, 2016.

3. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election. The Class B Common Stock has no expiration date.

4. This option to purchase up to an aggregate total of 166,400 shares of Class B Common Stock was granted on April 2, 2014. The shares underlying the option fully vested as of February 28, 2018.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ David Mason	06/27/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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